Common use of Licensor Representations Clause in Contracts

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: 8.1.1. the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; 8.1.2. this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; 8.1.3. Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder; 8.1.4. the Licensed Patents have been properly filed and prosecuted as of the Effective Date; 8.1.5. Licensor is the sole owner of the Licensed Patents; 8.1.6. as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and 8.1.7. Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: 8.1.1. (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; 8.1.2. (b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; 8.1.3. (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder; 8.1.4. (d) the Licensed Patents have been properly filed and prosecuted as of the Effective Date; 8.1.5. (e) Licensor is the sole owner of the Licensed Patents; 8.1.6. (f) as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and 8.1.7. (g) Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.